First Mining secures US$22.5 Million Funding Agreement for Springpole Gold Project north of Red Lake

First Mining Gold Corp. has entered into a funding agreement with First Majestic Silver Corp. in relation to the Company's 100%-owned Springpole Gold Project 110 km north of Red Lake. Under the terms of the Agreement, First Majestic will pay First Mining total consideration of US$22.5 million for the right to purchase 50% of the payable silver produced from Springpole for the life of the Project (the "Stream"). Further details are set out below under "Silver Stream Agreement Details".

"We are excited to enhance our strategic partnership with First Majestic to fund Springpole through the completion of the Pre-Feasibility and Environmental Assessment processes", stated Dan Wilton, CEO of First Mining Gold. "This agreement is the result of a year-long process to explore non-dilutive financing alternatives with a number of different parties. This silver stream sale leverages Springpole's potential by-product revenue, strengthens our balance sheet, and provides a less dilutive source of funding to support our continued advancement of one of the largest undeveloped open-pit gold deposits in North America."

Benefits of the Transaction

• Secures a less dilutive source of funding to advance Springpole through a key de-risking phase, with the advancement of technical studies, environmental permitting, and community consultation
• Provides First Mining with sufficient capital to fund Springpole development through the completion of a Pre-Feasibility Study ("PFS") for Springpole and the Environmental Assessment processes, as well as corporate G&A through 2023
• Leaves the Springpole project substantially unencumbered while maintaining robust potential cash costs and all-in sustaining costs
• Increases strategic relationship with First Majestic to leverage their significant technical and operating expertise for the benefit of Springpole development

Silver Stream Agreement Details

First Mining's wholly-owned subsidiary, Gold Canyon Resources Inc., which owns 100% of Springpole, has entered into a definitive silver purchase agreement with First Majestic. The key terms of the Agreement are as follows:

Silver Stream

• First Majestic will purchase 50% of the payable silver that will be produced from Springpole by First Mining for the life of the Project

First Mining Consideration

• US$10 million on closing of the Agreement, with US$2.5 million payable in cash and the remaining $7.5 million payable in common shares of First Majestic (the "First Majestic Shares") based on the volume-weighted average trading price ("VWAP") of the First Majestic Shares on the Toronto Stock Exchange (the "TSX") for the 20 trading days up to the day immediately prior to the closing date
• US$7.5 million upon First Mining publicly announcing the completion of a positive PFS for Springpole, with US$3.75 million payable in cash and US$3.75 million payable in First Majestic Shares (based on 20-day VWAP)
• US$5 million upon First Mining receiving approval of a Federal or Provincial Environmental Assessment for the Project, with US$2.5 million payable in cash and the balance in First Majestic Shares (based on 20-day VWAP)
• The First Majestic Shares shall be subject to a statutory four month and one day hold period pursuant to applicable Canadian securities laws

Buyback Right

• First Mining has the right to repurchase 50% of the Stream for US$22.5 million at any time prior to the commencement of commercial production at Springpole

Warrant Issuance to First Majestic

• As part of the Agreement, First Mining will issue 30 million common share purchase warrants ("Warrants") to First Majestic on the closing date. Each Warrant will entitle First Majestic to purchase one common share of First Mining at an exercise price of $0.40 for a period of five years

Future Silver Stream Cash Payments

• First Majestic will make ongoing cash payments to First Mining equal to 33% of the lesser of the average spot price of silver for the applicable calendar quarter, and the spot price of silver at the time of delivery, subject to a price cap of US$7.50 per ounce of silver (the "Price Cap")
• The Price Cap is subject to annual inflation escalation of 2%, commencing at the start of the third year of commercial production at the Project

Technical Committee

• First Mining and First Majestic will form a three-member technical committee (the "Technical Committee") comprised of two members from First Mining and one member from First Majestic. The Technical Committee will advise First Mining on metallurgical testing, process flow sheet development and through the completion of PFS and Feasibility studies for Springpole, leveraging First Majestic's operating experience, intellectual property, and infrastructure

Other Details

• First Mining has granted a right of first refusal to First Majestic with respect to any future silver stream financings for Springpole

Transaction Conditions and Timing 

First Majestic will need to obtain TSX approval to list the First Majestic Shares that are part of the consideration, and First Mining will need to obtain TSX approval to list the common shares of First Mining issuable upon exercise of the Warrants. The transaction is expected to close in early July 2020.

Advisors and Counsel

Cormark Securities Inc. is acting as the Company's financial advisor and Cassels, Brock & Blackwell LLP is acting as the Company's legal advisor.

Conference Call and Webcast 

Management of First Mining will host a webcast on Friday, June 12, 2020 at 7 a.m. Pacific time / 10 a.m. Eastern time to discuss the merits of the Stream transaction, First Mining's recent developments, and to answer shareholder questions. Shareholders, analysts, investors, and media are invited to join the live webcast by registering using the following link:

https://us02web.zoom.us/webinar/register/1515918221588/WN_UEgMChWtSRuiKLkb3iWjEQ

After registering, you will receive a confirmation email containing details to access the webinar via conference call or webcast.

A replay of the webcast will be available on First Mining's website following the conclusion of the call.

Qualified Person

Hazel Mullin, P.Geo., Director, Data Management and Technical Services of First Mining, is a "Qualified Person" for the purposes of National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"), and she has reviewed and approved the scientific and technical disclosure contained in this news release.

Springpole Gold Project

Springpole is one of the largest undeveloped open pit gold assets in Canada, with permitting and a Pre-Feasibility Study underway. The Project covers 41,943 hectares in northwestern Ontario, located approximately 110 kilometres northeast of Red Lake. Springpole currently hosts 4.67 million ounces gold in the Indicated category and 0.23 million ounces gold in the Inferred category, and the results of a Preliminary Economic Assessment study published in 2019 ("PEA") showcased the Project's size and scale. The study highlights an open pit mine and milling operation with the potential to produce an average of 410,000 ounces of gold annually when in production (years two to nine). First Mining acquired the Project in November 2015 through its acquisition of Gold Canyon Resources Inc.

For additional details, including a description of data verification and QA/QC procedures, refer to the technical report titled "Preliminary Economic Assessment Update for the Springpole Gold Project, Ontario, Canada", dated November 5, 2019, which was prepared for First Mining by SRK Consulting (Canada) Inc. in accordance with NI 43-101, and which is available under First Mining's SEDAR profile at www.sedar.com. First Mining notes that the PEA is preliminary in nature, in that it includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and that there is no certainty that the PEA will be realized.

About First Mining Gold Corp. 

First Mining is a Canadian gold developer focused on the development and permitting of the Springpole Gold Project in northwestern Ontario. Springpole is one of the largest undeveloped gold projects in Canada, currently hosting a mineral resource base of 4.67 million ounces of gold in the Indicated category and 0.23 million ounces of gold in the Inferred category. A Pre-Feasibility Study is underway, with completion targeted in early 2021, and permitting is on-going with submission of the EIS targeted for 2021. The Company is also in the process of closing its announced transaction with Treasury Metals Inc., after which it will hold a large equity position in Treasury that is advancing the Goliath-Goldlund gold project towards construction. First Mining's eastern Canadian property portfolio also includes Pickle Crow (being advanced in partnership with Auteco Minerals Ltd.), Cameron, Hope Brook, Duparquet, Duquesne, and Pitt.

 

Tags: Northern Ontario / Exploration / Gold / All Articles